[Federal Register Volume 60, Number 31 (Wednesday, February 15, 1995)]
[Notices]
[Pages 8766-8767]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-3700]
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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-20893; 811-3095]
Pacific American Fund; Notice of Application
February 9, 1995.
AGENCY: Securities and Exchange Commission (``SEC'').
ACTION: Notice of application for deregistration under the Investment
Company Act of 1940 (the ``Act'').
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APPLICANT: Pacific American Fund.
RELEVANT ACT SECTION: Section 8(f).
SUMMARY OF APPLICATION: Applicant seeks an order declaring that it has
ceased to be an investment company.
FILING DATES: The application on Form N-8F was filed on January 11,
1995.
HEARING OR NOTIFICATION OF HEARING: An order granting the application
will be issued unless the SEC orders a hearing. Interested persons may
request a hearing by writing to the SEC's Secretary and serving
applicant with a copy of the request, personally or by mail. Hearing
requests should be received by the SEC by 5:30 p.m. on March 6, 1995,
and should be accompanied by proof of service on the applicant, in the
form of an affidavit or, for lawyers, a certificate of service. Hearing
requests should state the nature of the writer's interest, the reason
for the request, and the issues contested. Persons who wish to be
notified of a [[Page 8767]] hearing may request notification by writing
to the SEC's Secretary.
ADDRESSES: Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C.
20549. Applicant, 800 West Sixth Street, Suite 1000, Los Angeles,
California 90017.
FOR FURTHER INFORMATION CONTACT: Mary Kay Frech, Senior Attorney, at
(202) 942-0579, or Barry D. Miller, Senior Special Counsel at (202)
942-0564 (Division of Investment Management, Office of Investment
Company Regulation).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained for a fee at the
SEC's Public Reference Branch.
Applicant's Representations
1. Applicant is a diversified open-end management investment
company organized as a Massachusetts business trust. On September 24,
1980, applicant filed a notification of registration pursuant to
section 8(a) of the Act, and a registration statement on Form N-1 under
section 8(b) of the Act and the Securities Act of 1933. Applicant
commenced its initial public offering on April 15, 1981.
2. On July 20, 1994, applicant's board of trustees approved an
agreement and plan of reorganization (the ``Plan'') between applicant
and Pacifica Funds Trust (the ``Trust''), a registered open-end
management company. The Plan provided for the reorganization of
applicant's Money Market Portfolio and U.S. Treasury Portfolio (the
``Portfolios'') as corresponding new portfolios of the Trust. Under the
Plan, all of the assets and liabilities of the Portfolios would be
transferred to the corresponding Money Market Portfolio and U.S.
Treasury Portfolio of the Trust (the ``New Portfolios'') in exchange
for the number of shares of the New Portfolios equal to the number of
shares outstanding in the Portfolios.
3. According to applicant's proxy statement dated September 1,
1994, the trustees considered various factors in approving the
reorganization, including, (a) the elimination of duplicate costs
incurred for services that are performed for both applicant and the
Trust separately, (b) the potential improvement of trading and
operational efficiencies through the combination of the mutual fund
groups, (c) economies of scale to be realized primarily with respect to
fixed expenses, (d) the availability of additional investment
portfolios of the Trust to applicant's shareholders after the
reorganization, and (e) the enhancement of the distribution of the New
Portfolio shares to potential investors. Applicant's trustees also
determined that the sale of applicant's assets to the New Portfolios of
the Trust was in the best interests of applicant's shareholders, and
that the interests of the existing shareholders would not be diluted as
a result.
4. Proxy materials soliciting shareholder approval of the
reorganization were distributed to applicant's shareholders during the
first week of September, 1994. Definitive copies of the proxy materials
were filed with the SEC on September 6, 1994. Applicant's shareholders
approved the reorganization at a special meeting held on September 27,
1994.
5. As of September 30, 1994, applicant's Money Market Portfolio had
565,408,253.15 shares outstanding, having an aggregate net asset value
of $565,305,165 and a per share net asset value of $1.00 (based on the
amortized cost valuation method), and applicant's U.S. Treasury
Portfolio had 690,630,344.65 shares outstanding, having an aggregate
net asset value of $690,630,344.65 and a per share net asset value of
$1.00. On October 1, 1994, pursuant to the Plan, the assets and
liabilities of the Portfolios were transferred to the corresponding New
Portfolios. The aggregate net asset value of the New Portfolios' shares
received are equal to the net asset value of applicant's shares held.
Applicant then distributed the New Portfolios' shares it received pro
rata to its shareholders, in complete liquidation of applicant.
6. No brokerage commissions were paid in connection with the
reorganization. The expenses applicable to the Plan, consisting of
legal, state registration, and filing fees and printing expenses, were
approximately $70,000 and were allocated to applicant and the New
Portfolios.
7. As of the date of the application, applicant had no
shareholders, assets, or liabilities. Applicant is not a party to any
litigation or administrative proceedings. Applicant is not engaged in,
nor does it propose to engage in, any business activities other than
those necessary for the winding up of its affairs.
8. Applicant intends to file a certificate of termination with the
Commonwealth of Massachusetts.
For the SEC, by the Division of Investment Management, under
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-3700 Filed 2-14-95; 8:45 am]
BILLING CODE 8010-01-M
